8-KMaterial AgreementsExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Material Agreement (Oct 3, 2012)

Filed October 3, 2012For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) announced a significant restructuring of its alliance with Sanofi concerning the development and commercialization of clopidogrel (Plavix) and irbesartan (Avapro/Avalide). Effective January 1, 2013, Sanofi will assume global operational control for these products, with the exception of clopidogrel in the U.S. and Puerto Rico. BMY will continue to operate the alliance for clopidogrel in these specific U.S. markets through December 2019 under existing terms. In exchange for relinquishing global operational rights (excluding U.S. clopidogrel), BMY will receive royalty payments on Sanofi's worldwide sales of these brands (excluding U.S. clopidogrel) through December 31, 2018, followed by a $200 million terminal payment from Sanofi at the end of 2018. This restructuring aims to simplify governance and operational principles, with Sanofi taking over manufacturing and supply obligations for irbesartan in late 2015 and ceasing BMY's finishing of clopidogrel products.

Key Highlights

  • 1BMY and Sanofi are restructuring their clopidogrel (Plavix) and irbesartan (Avapro/Avalide) alliance.
  • 2Effective January 1, 2013, Sanofi will assume global operational responsibilities for these products, except for clopidogrel in the U.S. and Puerto Rico.
  • 3BMY will continue to co-promote clopidogrel in the U.S. and Puerto Rico through December 2019 under current alliance terms.
  • 4BMY will receive royalty payments on Sanofi's worldwide sales of these brands (excluding U.S. clopidogrel) from January 1, 2013, to December 31, 2018.
  • 5BMY will receive a $200 million terminal payment from Sanofi at the end of 2018.
  • 6Sanofi will assume manufacturing and supply obligations for irbesartan in late 2015.
  • 7BMY will retain rights to intellectual property for potential fixed-dose combinations with its other products.

Frequently Asked Questions

BMY will transition from direct operational involvement in most global markets to receiving royalty payments on Sanofi's sales and a one-time terminal payment. While U.S. clopidogrel operations continue, the shift away from global operational control for these key products will alter the nature of BMY's revenue from them.

BMY's operational involvement will continue unchanged for clopidogrel in the U.S. and Puerto Rico through December 2019. For all other global markets and irbesartan, Sanofi will assume operational control effective January 1, 2013.

BMY will receive royalty payments on Sanofi's sales of clopidogrel and irbesartan worldwide (excluding U.S. clopidogrel) from January 1, 2013, until December 31, 2018. Additionally, BMY is set to receive a $200 million terminal payment from Sanofi at the end of 2018.

Sanofi will assume BMY's manufacturing and supply obligations for irbesartan products at the end of 2015. BMY will no longer finish clopidogrel products in its facilities, as it does not manufacture the bulk form.